Royal Laser Corp.

Royal Laser Corp.

September 16, 2008 14:48 ET

Royal Laser's Board of Directors Unanimously Recommends Shareholders Reject Jaguar Financial's Unsolicited Take Over Bid Offer

TORONTO, ONTARIO--(Marketwire - Sept. 16, 2008) - Royal Laser Corp. (the "Company" or "Royal Laser") (TSX:RLC) today unanimously recommended that shareholders reject an unsolicited takeover offer from Jaguar Financial Corporation ("Jaguar) and not tender their common shares of Royal Laser (the "Common Shares") to the offer. The Directors' Circular will be mailed to shareholders beginning on September 18, 2008.

The Board of Directors has carefully reviewed and fully considered the Jaguar offer and the recommendations made by Royal Laser's Special Committee. The Special Committee recommended to the Board of Directors that Royal Laser shareholders reject the Jaguar offer and not tender their Common Shares to Jaguar. Royal Laser's financial advisor, Genuity Capital Markets, has provided an opinion that the consideration offered to Royal Laser shareholders by Jaguar is inadequate from a financial point of view. The full text of this opinion will be included in the Directors' Circular.

Reasons for the Recommendation

The Board of Directors cited several reasons for its recommendation that shareholders reject the Jaguar offer:

- The Jaguar offer is inadequate from a financial point of view. The consideration offered by Jaguar does not reflect the underlying value of Royal Laser's assets and business and provides inadequate value to Royal Laser shareholders. On September 16, 2008, Genuity Capital Markets provided an opinion to the Special Committee and the Board of Directors to the effect that, as of that date and subject to the assumptions, limitations, and qualifications set out therein, the consideration offered to Royal Laser shareholders pursuant to the Jaguar offer is inadequate from a financial point of view, to shareholders other than Jaguar.

- The Jaguar offer is a coercive partial bid. The Jaguar offer is a "partial bid". A partial bid structure is inherently coercive because it requires shareholders to make a decision as to whether, and to what extent, to accept an offer, reject such offer, sell into the market or maintain their position without knowing whether and to what extent other shareholders will accept such offer and without the ability to know the price at which the common shares (which are not tendered or are returned to shareholders as a result of proration) will trade after such offer. The coercive nature of the Jaguar offer is compounded by the fact that Jaguar proposes, upon completion of the offer, to integrate Royal Laser with Lakeside Steel Corp. No disclosure is provided as to the value or type of consideration shareholders would or might expect to receive for shares not purchased in the offer.

- Loss of Public Float/Liquidity. The Jaguar offer, if successful, will result in significantly fewer Common Shares in the market and thereby adversely affect the liquidity of the Common Shares. In the absence of a liquid trading market, the market price of the Common Shares may not reflect the fair value of Royal Laser and shareholders may not be able to readily sell their Common Shares in the market. Loss of liquidity may also result in shareholders being forced to accept consideration that is not reflective of the actual value of Royal Laser.

- The Offer Does Not Reflect the Value of Effective Control that Jaguar Would Acquire. If the Jaguar offer is successful, Jaguar will have the ability to exercise a veto in respect of any matter that required approval by way of an "ordinary resolution" or "special resolution". This would give Jaguar effective control over Royal Laser without having paid an appropriate premium for that control.

- The Jaguar offer is opportunistically timed to capitalize on declines in stock markets generally. The Board of Directors believe that the Jaguar offer is opportunistically timed to take advantage of a recent period of general decline in stock market values.

- The Jaguar offer does not reflect the value of Royal Laser's recent initiatives. The Board of Directors believes that the Jaguar offer does not reflect the value of the Common Shares, as it fails to take into account several strategic initiatives launched by Royal Laser.

- Superior proposals delivering greater value for shareholders may emerge. The Special Committee has been formed by the Board of Directors to consider alternative transactions. The Special Committee and its advisors have commenced discussions with a number of parties who have expressed an interest in considering alternative transactions involving Royal Laser and/or its subsidiaries that may offer greater value for shareholders. The Special Committee and the Board of Directors are pursuing all such initiatives with the objective of maximizing value to all shareholders.

- The Jaguar Offer is not a "permitted bid" under Royal Laser's Shareholder Rights Plan. Jaguar could have structured its offer as a "permitted bid" under Royal Laser's shareholder rights plan, which is designed to provide the Board of Directors and shareholders with sufficient time to properly consider any take-over bid made for Royal Laser and to allow enough time for competing bids and alternative proposals to emerge. However, Jaguar chose not to do so and is seeking to limit the ability of the Board of Directors and its advisors to consider and develop alternatives to the Jaguar offer so as to maximize shareholder value.

- The Jaguar offer is highly conditional and not a firm offer. The Jaguar offer is highly conditional and not a firm offer. The undefined and subjective nature of many of the conditions effectively gives Jaguar the option not to proceed with the offer. Jaguar has included a due diligence condition to the offer, which is highly unusual and which gives Jaguar the ability to walk away from the offer at its discretion.

- All of Royal Laser's Directors and officers have rejected the Jaguar Offer. None of the Directors or officers of Royal Laser whom is also a shareholder, has accepted or intends to accept the Jaguar offer.

A complete list of the reasons for the Board of Director's recommendation as well as a full discussion of each one will be provided in the Directors' Circular. The Board of Directors encourages shareholders to read the reasons in their entirety.

"We believe Jaguar's offer is financially inadequate, opportunistic and fails to recognize the full value of Royal Laser," said Greg Van Staveren, Chairman of the Special Committee. "For these and other reasons detailed in the Directors' Circular, the Board of Directors unanimously recommends that Royal Laser shareholders reject the offer and not tender their shares to the Jaguar offer.

Availability of Directors' Circular

Shareholders are urged to read the Directors' Circular in its entirety. The document will be available free of charge on SEDAR at following September 18, 2008. Copies of the Directors' Circular will be mailed to all Royal Laser shareholders.

About Royal Laser Corp.

Royal Laser Corp., through its wholly-owned operating subsidiaries, services steel and manufactures custom wood and metal products targeted at the multi-billion dollar automotive, high-end retail in-store development, the OEM industrial products and construction industries, in Canada, the United States and overseas. Royal Laser Corp. employs state of the art industrial technology to process steel, fabricate custom and standardized wood and metal products, including robotic wood finishing lines, advanced laser-based computer-integrated manufacturing systems and advanced stamping presses. In addition to contract manufacturing services, Royal Laser provides value-added engineering and design services. The Corporation's common shares trade on the Toronto Stock Exchange under the symbol "RLC" and there are approximately 98,887,000 shares outstanding.

For further information on the Corporation, please visit SEDAR at

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Forward-Looking Statements

Certain statements contained in this press release include statements which contain words such as "anticipate", "could", "should", "expect", "seek", "may", "intend", "likely", "will", "believe" and similar expressions, statements relating to matters that are not historical facts, and such statements of our beliefs, intentions and expectations about development, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and are based on certain assumptions and analysis made by us derived from our experience and perceptions. All such forward-looking information is based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. The risks, uncertainties, and assumptions are difficult to predict and may affect operations, and other factors, many of which are beyond our control, and are as discussed under the heading "Trends, Risks and Uncertainties" and in the Annual Information Form of Royal Laser dated June 27, 2008 and filed on SEDAR at, as well as Royal Laser's periodic reports filed with the Ontario Securities Commission and other regulatory authorities. Actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits will be derived therefrom. Except as required by law, Royal Laser Corp. disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. The forward-looking information contained herein is expressly qualified by this cautionary statement.

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release

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